Common use of Computer Support Clause in Contracts

Computer Support. Subject to Section 8(l), Irex has provided, and ---------------- continues to provide, SPI with use of, access to and support for certain computer resources consisting of: (i) Irex's computer mainframe and related equipment and notes server, both out-sourced and in-sourced; (ii) Irex's JDEdwards software applications, its communications software allowing remote access to the JDEdwards system, its Lotus Notes server software and other related software, both out-sourced and in-sourced; and (iii) programming and communication services in connection with the software applications provided (collectively, the "Computer System"). Applications available to SPI through the Computer System include, but are not limited to, Address Book, Electronic Mail, Accounts Receivable, Accounts Payable, General Ledger, Financial Reporting, Payroll, Fixed Assets, Inventory Management, Sales Order Processing, Sales Analysis, Purchasing and Human Resources. For the period provided for in this Agreement (the "Service Period"), Irex will continue to provide SPI with such use, access and support, provided that Irex may outsource hardware, software or support services currently provided in-house at its sole discretion; provided further, that any such outsourcing shall meet the standard -------- ------- set forth in Section 8(a) below. SPI will comply with the non-financial terms, such as confidentiality obligations, of Irex's agreements with Computer System vendors during the Service Period. (a) During the Service Period, Irex warrants to SPI that the response time, service specifications, and operating capacity of the Computer System will be similar or better in all material respects than that available to SPI prior to the Closing Date. To the extent that the vendor of the frame relay network which Irex is installing provides Irex with guarantees concerning improved response time, Irex will provide those guarantees to SPI. (b) In the event that the Computer System at any time fails to operate according to the warranted response time, service specifications or operating capacity, Irex will employ its reasonable best efforts to timely address the problem, giving due regard to the impact on SPI's business. Irex, however, shall not be responsible for any loss to SPI resulting from failure of the Computer System to operate according to warranty. Irex shall provide SPI with the benefit of all representations, warranties and indemnities received by SPI from software vendors and suppliers. SPI's sole remedy for such failure shall be the correction of the failure and a reduction in its payments to Irex for Computer Systems Costs (as defined herein) for the period of failure. (c) In no event shall Irex be responsible for consequential or incidental damages in connection with the Computer System. Irex shall make available to SPI, or, if necessary, assert on behalf of SPI, any claim which may be available against any Irex vendor for deficiencies in the service provided to SPI, provided that SPI shall pay the cost of asserting such claim. (d) During the Service Period, Irex shall (i) make available to SPI any upgrades which Irex determines to accept or acquire from its vendors concerning the Computer System, (ii) include SPI in the evaluation process of any enhancements, modifications or new releases announced by its software vendors, including access to the test environment prior to implementation thereof, and (iii) give reasonable consideration to the interests of SPI in making upgrade decisions. Irex will upgrade to all new releases, modifications or enhancements necessary to maintain support from the vendor thereof. (e) As compensation for the services provided by Irex under this Section 8, SPI will pay Irex, on a monthly basis, (i) a pro rata share of Irex's Computer System Costs (as defined herein) incurred in connection with services provided by World Technology Services LLD ("WTS") or JDEdwards, and (ii) fifty percent of Irex's remaining Computer System Costs. The pro rata share of WTS and JDEdwards costs will be based on the ratio of SPI "concurrent users" (as defined by Irex's agreements with such vendors) to total "concurrent users." In the event that a dispute arises concerning the amount of Computer System Costs chargeable to SPI, Irex will continue to provide the computer services specified in this Agreement while the dispute resolution procedure is pending. Notwithstanding the foregoing, in the event SPI requests a service or upgrade which Irex can reasonably obtain or provide but which Irex will not use, Irex shall obtain or provide such service or upgrade and SPI shall pay the full cost of such upgrade or service. (f) Subject to Section 8(h), "Computer System Costs" shall mean all costs incurred for the services of WTS or a replacement vendor of IBM AS 400 services, all costs for the use of JDEdwards software, and all other costs attributable to operation of the MIS function as determined by the Irex accounting system on a basis consistent with that used to allocate MIS costs on the Closing Date, excluding the cost of programmers, whether in-house or third party, except to the extent any programmer's time is attributable to work substantially beneficial to both Irex and SPI, and excluding the cost of telecommunications for field locations.

Computer Support. Subject to Section 8(l), Irex has provided, and ---------------- continues to provide, SPI ---------------- with use of, access to and support for certain computer resources consisting of: (i) Irex's computer mainframe and related equipment and notes server, both out-sourced and in-sourced; (ii) Irex's JDEdwards software applications, its communications software allowing remote access to the JDEdwards system, its Lotus Notes server software and other related software, both out-sourced and in-sourced; and (iii) programming and communication services in connection with the software applications provided (collectively, the "Computer System"). Applications available to SPI through the Computer System include, but are not limited to, Address Book, Electronic Mail, Accounts Receivable, Accounts Payable, General Ledger, Financial Reporting, Payroll, Fixed Assets, Inventory Management, Sales Order Processing, Sales Analysis, Purchasing and Human Resources. For the period provided for in this Agreement (the "Service Period"), Irex will continue to provide SPI with such use, access and support, provided that Irex may outsource hardware, software or support services currently provided in-house at its sole discretion; provided further, that any such outsourcing shall meet the standard -------- ------- set forth in Section 8(a) below. SPI will comply with the non-financial terms, such as confidentiality obligations, of Irex's agreements with Computer System vendors during the Service Period. (a) During the Service Period, Irex warrants to SPI that the response time, service specifications, and operating capacity of the Computer System will be similar or better in all material respects than that available to SPI prior to the Closing Date. To the extent that the vendor of the frame relay network which Irex is installing provides Irex with guarantees concerning improved response time, Irex will provide those guarantees to SPI. (b) In the event that the Computer System at any time fails to operate according to the warranted response time, service specifications or operating capacity, Irex will employ its reasonable best efforts to timely address the problem, giving due regard to the impact on SPI's business. Irex, however, shall not be responsible for any loss to SPI resulting from failure of the Computer System to operate according to warranty. Irex shall provide SPI with the benefit of all representations, warranties and indemnities received by SPI from software vendors and suppliers. SPI's sole remedy for such failure shall be the correction of the failure and a reduction in its payments to Irex for Computer Systems Costs (as defined herein) for the period of failure. (c) In no event shall Irex be responsible for consequential or incidental damages in connection with the Computer System. Irex shall make available to SPI, or, if necessary, assert on behalf of SPI, any claim which may be available against any Irex vendor for deficiencies in the service provided to SPI, provided that SPI shall pay the cost of asserting such claim. (d) During the Service Period, Irex shall (i) make available to SPI any upgrades which Irex determines to accept or acquire from its vendors concerning the Computer System. During the Service Period, (ii) Irex will include SPI in the evaluation process of any enhancements, modifications or new releases announced by its software vendors, including access to the test environment prior to implementation thereof, and (iii) will give reasonable consideration to the interests of SPI in making upgrade decisions. Irex will upgrade to all new releases, modifications or enhancements necessary to maintain support from the vendor thereof. (e) As compensation for the services provided by Irex under this Section 89, SPI will pay Irexpay, on a monthly basis, (i) a pro rata prorata share of Irex's Computer System Costs (Costs, as defined herein) incurred in connection with services provided by . This proration will be based, for each calendar month, beginning on the Closing Date, for charges of World Technology Services LLD ("WTS") or JDEdwards, and (ii) fifty percent of Irex's remaining Computer System Costs. The pro rata share of WTS and JDEdwards costs will be based on the ratio of SPI "concurrent users" (users as defined by Irex's agreements with such vendors) these vendors to total "concurrent users." users as so defined. The remaining Computer System Costs will be allocated each calendar month based on the ratio of SPI input/output transactions as recorded by World Technology Services for the three most recent months for which data is available and attributable to SPI to the total input/output transactions recorded for all users for these months. In the event that a dispute arises concerning the amount of Computer System Costs chargeable to SPI, Irex will continue to provide the computer services specified in this Agreement while the dispute resolution procedure is pending. Notwithstanding the foregoing, in the event SPI requests a service or upgrade which Irex can reasonably obtain or provide but which Irex will not use, Irex shall obtain or provide such service or upgrade and SPI shall pay the full cost of such upgrade or service. (f) Subject to Section 8(h), "Computer System Costs" shall mean all costs incurred for the services of WTS or a replacement vendor of IBM AS 400 services, all costs for the use of JDEdwards software, and all other costs attributable to operation of the MIS function as determined by the Irex accounting system on a basis consistent with that used to allocate MIS costs on the Closing Date, excluding the cost of programmers, whether in-house or third party, except to the extent any programmer's time is attributable to work substantially beneficial to both Irex and SPI, and excluding the cost of telecommunications for field locations.